TERMS OF USE

The platform you have accessed (its sub-domains, affiliated websites, any mobile versions, and any services available therefrom) (the "Platform") is a copyrighted work owned and operated by VaynerX, LLC; and certain subsidiaries, affiliates and entities that it controls, including VaynerMedia, LLC; ChukMedia, LLC; VaynerSpeakers, LLC; VaynerTalent, LLC; and VaynerMedia International Inc. (collectively, "VaynerX," "we," or "us"). The Platform, branded as Gee by vx ai labs, is a Meta Business App that facilitates Conversions API (CAPI) data pipelines, Signals Gateway integrations, commerce enablement, and business messaging solutions.

BY ACCESSING OR USING THE PLATFORM, YOU HEREBY AFFIRM THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THE FOLLOWING TERMS AND CONDITIONS (THE "TERMS"). THESE TERMS TOGETHER WITH THE PRIVACY POLICY (LOCATED AT HTTPS://GEE.VAYNERX.APP/PRIVACY-POLICY) CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND VAYNERX.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE PLATFORM. YOUR USE OF THE PLATFORM CONSTITUTES ACCEPTANCE OF THESE TERMS.

I. CHANGES TO THE PLATFORM OR TERMS

VaynerX reserves the right, at any time, to modify, suspend, or discontinue the Platform (in whole or in part) at its sole discretion with or without notice to you. You agree that VaynerX will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Platform or any part thereof.

VaynerX further reserves the right, at any time, to revise these Terms or to impose new terms and conditions with respect to access or use of the Platform, in its sole discretion. Any modification to the Terms shall become effective when posted.

ANY ACCESS OR USE OF THIS PLATFORM AFTER THE POSTING OF THE REVISED TERMS SHALL CONSTITUTE YOUR AGREEMENT TO SUCH REVISED TERMS.

II. TERM AND TERMINATION

These Terms will remain in full force and effect while you use the Platform. VaynerX may terminate these Terms or discontinue operation of the Platform without notice to you, at any time and for any reason, in our sole discretion, without liability, including but not limited to if you breach any of these Terms.

Upon termination of Platform access, all session tokens will be invalidated and any connected Meta API access tokens will be revoked. You will no longer be authorized to access or use the Platform or transmit data through its integrations.

III. PLATFORM LICENSE; CONTENT

License

Subject to these Terms, VaynerX grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Platform solely for legitimate business purposes in connection with the Platform's intended functionality. This license does not include the right to sublicense, sell, transfer, or assign access to the Platform to any third party.

Unauthorized access to or use of the Platform is a breach of these Terms and may be a violation of law.

Content

Unless specifically permitted herein, no information, materials, files, or other content (collectively "Content") comprising, contained in or distributed through the Platform may be reproduced in any form or used by you without the prior written consent of VaynerX. The Platform and the Content found therein are the property of VaynerX, its licensees and/or licensors.

IV. META PLATFORM INTEGRATIONS — SPECIFIC TERMS

Authorized Use

The Platform integrates with Meta's APIs, including the Conversions API, Signals Gateway, Commerce APIs, and Business Messaging APIs. By using these integrations, you represent and warrant that:

• You are an authorized representative of the business on whose behalf you are configuring the integrations
• You have the authority to grant the Platform access to the applicable Meta business assets (Pixels, Datasets, Pages, Ad Accounts, Catalogs)
• Your use of the Platform's Meta API features complies with Meta's Platform Terms and Developer Policies
• You have obtained all necessary consents from end users whose data is transmitted through the Platform's CAPI integrations

User Consent Requirements

In accordance with Meta's Developer Policies (Section 1.7), you are responsible for obtaining all necessary consents from end users before transmitting their data through the Platform. This includes:

• Obtaining clear, informed consent for data collection and processing through CAPI
• Providing users with notice about the use of Meta Business Tools on your properties
• Honoring all opt-out requests and do-not-track signals where required by applicable law
• Maintaining records of consent that can be provided to Meta upon request

Conversions API (CAPI) Terms

When using the Platform's CAPI integrations, you acknowledge and agree that:

• You are responsible for ensuring that all event data transmitted through the Platform complies with applicable privacy laws, including obtaining necessary user consents
• You will not transmit data for users who have opted out of tracking or data collection
• Hashed user identifiers must be hashed using SHA-256 before transmission to the Platform
• You are responsible for the accuracy and completeness of event data transmitted through the Platform
• VaynerX acts as a data processor with respect to CAPI event data and processes such data solely at your direction
• Event data transmitted to Meta's servers cannot be recalled; you are responsible for ensuring data accuracy before transmission

Signals Gateway Terms

For businesses utilizing the Signals Gateway integration:

• You are responsible for the configuration and management of your Signals Gateway deployment, including cloud infrastructure costs
• Multi-destination routing configurations are your responsibility; you must ensure that routing event data to non-Meta destinations complies with all applicable terms and laws
• VaynerX provides the integration layer but does not manage or maintain the underlying cloud infrastructure (AWS EKS/ECS or GCP GKE)

Commerce Integration Terms

When using the Platform's commerce features (Facebook Shops, Instagram Shops, catalog management):

• You are responsible for the accuracy of product catalog data, pricing, and inventory information
• You must comply with Meta's Commerce Policies and any applicable consumer protection laws
• VaynerX is not a party to any transaction between you and your customers and bears no liability for such transactions
• You must maintain a valid seller agreement and comply with all applicable e-commerce regulations

Business Messaging Terms

When using the Platform's business messaging integrations (WhatsApp, Messenger, Instagram Direct):

• You must comply with the messaging policies of each respective channel, including WhatsApp Business Policy and Messenger Platform Policy
• You are responsible for obtaining necessary opt-in consents before sending messages to users and honoring all opt-out requests
• You will not use the messaging integrations for spam, unsolicited messages, or any purpose prohibited by applicable law
• You must not use Instagram user content in a way that violates Instagram Platform Policies

Facebook Login for Business

The Platform uses Facebook Login for Business to authenticate users and obtain permissions. By using Facebook Login through the Platform:

• You acknowledge that the Platform will request only the permissions necessary for the specific integrations you are configuring
• You may revoke the Platform's access at any time through your Facebook Settings > Apps and Websites
• Upon deauthorization, we will initiate deletion of your associated data as described in our Data Deletion page

Third-Party API Terms

Your use of the Platform is subject to the terms of service of the third-party APIs integrated into the Platform. The following third-party terms apply and are incorporated by reference:

• Meta Graph API / Facebook Login for Business: Meta Platform Terms and Developer Policies
• Meta Conversions API / Business Tools: Meta Business Tools Terms
• Meta Commerce: Meta Commerce Policies

In the event of a conflict between these Terms and the applicable third-party terms with respect to data processed through those third-party services, the third-party terms shall govern with respect to that data.

V. DISCLAIMER OF WARRANTIES

THE PLATFORM AND THE CONTENT CONTAINED IN AND DISSEMINATED FROM THE PLATFORM ARE PROVIDED "AS IS," "AS AVAILABLE," AND WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, ACCURACY, AND FITNESS FOR A PARTICULAR PURPOSE.

VAYNERX MAKES NO WARRANTY REGARDING THE ACCURACY, COMPLETENESS, OR TIMELINESS OF DATA TRANSMITTED THROUGH THE PLATFORM'S CAPI, SIGNALS GATEWAY, OR COMMERCE INTEGRATIONS. EVENT DATA AND CONVERSION METRICS ARE PROCESSED AS-RECEIVED AND MAY NOT REFLECT CURRENT OR ACCURATE CONDITIONS.

VI. USER CONDUCT; PROHIBITED ACTIVITIES

You agree not to:

• Use the Platform to transmit data that violates any applicable law, regulation, or third-party right
• Attempt to access or use the Platform after your access has been terminated
• Use any automated means to access the Platform or collect any Content
• Interfere with or disrupt the Platform or its infrastructure
• Probe, scan, or test the vulnerability of the Platform or any related system
• Share your Platform credentials or access tokens with any unauthorized person
• Transmit event data for users who have opted out of tracking
• Attempt to de-hash or re-identify individuals from hashed user identifiers
• Use Meta Platform Data accessed through the Platform for any purpose not permitted by Meta's Platform Terms, including discrimination, eligibility determinations, surveillance, or selling/licensing Platform Data
• Use the Platform to process data relating to individuals under the age of 13
• Transmit sensitive data categories (health, financial, consumer reports) through the Platform unless explicitly authorized
• Materially change the scope of processing of previously collected Platform Data without re-submitting the App for Meta's App Review

VII. SUPPORT AND ISSUE REPORTING

In accordance with Meta's Developer Policies (Section 1.8), we provide the following support mechanisms:

• Technical support: Email [email protected] for Platform-related issues
• Privacy inquiries: Email [email protected] for data-related requests
• Security vulnerabilities: Email [email protected] to report security issues

We will respond to all support requests within a reasonable timeframe.

VIII. THIRD-PARTY LINKS

The Platform may contain links to third-party websites and services. Such third-party links are not under the control of VaynerX, and VaynerX is not responsible for any third-party links. Your interaction with all third-party links is at your own risk.

IX. COPYRIGHT AND TRADEMARK INFORMATION

© VaynerX, LLC 2026. All rights reserved. Your use of any trademarks, service marks, branding, logos, and designs owned or licensed by VaynerX is prohibited without prior written consent. This includes the "Gee," "vx ai labs," and "VaynerX" marks, logos, and associated trade dress.

X. PRIVACY

Certain information collected from you or about you in the course of your using the Platform is subject to our Privacy Policy, which is incorporated into these Terms by reference. You acknowledge, agree and consent to the information collection, distribution and other terms set forth in the Privacy Policy.

XI. GOVERNING LAW AND JURISDICTION

The Platform is controlled and managed by VaynerX from its offices in the United States. These Terms shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law.

By using the Platform, you submit to the exclusive jurisdiction of and venue in the Federal District Court located in the Southern District of New York and the Supreme Court of the State of New York for New York (Manhattan) County.

XII. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL VAYNERX AND/OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR REPRESENTATIVES (COLLECTIVELY, THE "VAYNERX PARTIES") BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM.

WITHOUT LIMITING THE FOREGOING, THE VAYNERX PARTIES SHALL NOT BE LIABLE FOR ANY INACCURACY, ERROR, OR DELAY IN, OR OMISSION OF, ANY EVENT DATA, CONVERSION METRICS, OR OTHER INFORMATION TRANSMITTED THROUGH THE PLATFORM'S CAPI, SIGNALS GATEWAY, COMMERCE, OR MESSAGING INTEGRATIONS, NOR FOR ANY ACTIONS TAKEN BY META IN RESPONSE TO DATA TRANSMITTED THROUGH THE PLATFORM.

IF ANY OF THE VAYNERX PARTIES IS FOUND TO BE LIABLE, THE AGGREGATE LIABILITY SHALL IN NO EVENT EXCEED $100 USD.

XIII. INDEMNIFICATION

You agree to defend, indemnify and hold harmless VaynerX, its affiliates, and each of their respective directors, officers, employees, agents and representatives from and against any and all claims, damages, losses, and expenses (including reasonable legal fees and costs) arising out of or relating to:

• Your breach of these Terms or any applicable laws or regulations
• Your access to or use of the Platform and its integrations
• Your misuse of Meta Platform Data accessed through the Platform in violation of Meta's Platform Terms
• Your failure to obtain necessary user consents for data transmitted through the Platform's CAPI integrations
• Any violation of applicable data protection or privacy laws in connection with your use of the Platform
• Any claims by Meta or third parties arising from your use of Meta Platform Data through the Platform
• Your violation of Meta's Commerce Policies, messaging policies, or other applicable Meta policies

XIV. DISPUTE RESOLUTION; ARBITRATION

In the event of any dispute arising out of or relating to these Terms or the Platform, the parties agree to first attempt to resolve the dispute informally by contacting VaynerX at [email protected]. If the dispute is not resolved informally within 60 days, either party may elect to have the dispute settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, conducted in New York, New York.

CLASS ACTION WAIVER: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND VAYNERX AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

XV. FORCE MAJEURE

VaynerX shall not be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from any cause beyond our reasonable control, including but not limited to: acts of God, natural disasters, pandemic, epidemic, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, power outages, internet or telecommunications failures, Meta platform outages or API changes, or any other force majeure event.

XVI. MISCELLANEOUS

These Terms constitute the entire agreement between you and us regarding the use of the Platform. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. If any provision of these Terms is held to be invalid or unenforceable, the other provisions will be unimpaired and the invalid provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

XVII. CONTACT US

If you have questions or comments about these Terms, please contact us at: [email protected]

VaynerX, LLC
Attention: Legal — Terms of Use Enquiry
10 Hudson Yards, 25th Floor
New York, NY 10001